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SYS-DAT AGM Information 2025

Apr 16, 2025

6548_egm_2025-04-16_1521bce3-83e4-4a9c-b829-44834c28d510.pdf

AGM Information

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Informazione
Regolamentata n.
3030-17-2025
Data/Ora Inizio Diffusione
16 Aprile 2025 09:24:28
Euronext Star Milan
Societa' : SYS-DAT
Identificativo Informazione
Regolamentata
: 204246
Utenza - referente : SYS-DATN01 - BALDINI ANDREA MATTEO
Tipologia : 1.1; 3.1
Data/Ora Ricezione : 16 Aprile 2025 09:24:28
Data/Ora Inizio Diffusione : 16 Aprile 2025 09:24:28
Oggetto : SYS-DAT Ordinary Shareholders' Meeting 16
April 2025
Testo
del
comunicato

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PRESS RELEASE

ORDINARY SHAREHOLDERS' MEETING

  • Approved the financial statements as of December 31, 2024 and acknowledged the consolidated financial statements as of December 31, 2024
  • Approved the allocation of the net result and the distribution of a unit dividend equal to Euro 0.04 per ordinary share
  • Approved the report on the remuneration policy and compensation paid
  • Approved the appointment of the engagement for attesting the conformity of the consolidated sustainability reporting for the financial years 2025–2027
  • Renewed the authorization to purchase and dispose of company's own shares

Milan, 16 April 2025 - SYS-DAT S.p.A., a company listed on Euronext Milan, STAR segment ("SYS-DAT" or the "Company") (SYS.MI), a successful Italian operator in the ICT sector that offers innovative IT services and solutions for the main industrial segments and services market, announces that today the Ordinary Shareholders' Meeting of the Company met, in a single call, with the participation exclusively through the designated representative, in accordance with art. 16.4 of the Statute and art. 135-undecies.1 of Legislative Decree 24 February 1998, n. 58, under the chairmanship of Mr. Vittorio Neuroni.

Financial statements as of December 31, 2024 and acknowledgement of the consolidated financial statements as of December 31, 2024

The Ordinary Shareholders' Meeting examined and approved the financial statements as of December 31, 2024, without making any changes with respect to the draft budget approved by the Board of Directors on 24 March 2025, made public pursuant to the law, and examined the consolidated financial statements as of December 31, 2024.

The main consolidated economic and financial results of the SYS-DAT Group as of December 31, 2024 are reported below:

  • Total revenues at € 57.5 million (€ 46.5 million in 2023) +23.7% YoY
  • EBITDA at € 11.6 million (€ 9.3 million in 2023) +24.5% YoY

  • EBITDA margin at 20.1%, in line YoY
  • Net profit at € 6.2 million (€4.2 million in 2023) +46.3% YoY
  • Positive Net Financial Position at € 32.2 million (€ 3.1 million at December 31, 2023) improves by € 29.1 million
  • Liquidity at € 48.3 million (€ 19.1 million at December 31, 2023) improves by € 29.2 million

Allocation of the net result and dividend distribution

The Ordinary Shareholders' Meeting approved the allocation of the net profit for the 2024 financial year, equal to Euro 4,307,567, as follows:

  • Euro 109,849.00 to the legal reserve
  • to shareholders, a dividend of Euro 0.04 per each outstanding ordinary share eligible for payment, amounting to a total of Euro 1,251,395.20
  • the remaining amount of Euro 2.946.322,80 to be allocated to the extraordinary reserve

The Shareholders' Meeting established that the dividend will be paid starting from 21 May 2025, with the ex-dividend date of coupon no. 1 on 19 May 2025 and the record date pursuant to art. 83-terdecies of Legislative Decree no. 58/1998 on 20 May 2025.

Report on the Remuneration Policy and Compensation Paid

The Ordinary Shareholders' Meeting, having examined the Report on the remuneration policy and compensation paid, drawn up in accordance with the laws in force and the provisions of the law and regulations: (i) approved the first section of the report on the remuneration policy and compensation paid, pursuant to art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998 ("TUF"); and (ii) resolved in favor of the second section of the aforementioned Report, pursuant to art. 123-ter, paragraph 6, of the TUF.

For further information, please refer to the relates "Report on the Remuneration Policy and compensation paid" available on the website www.sys-datgroup.com, section "Governance/Shareholders' Meeting", and on the "EMARKET STORAGE" storage mechanism ().

Appointment of a third party to attest the conformity of the sustainability reporting for the years 2025-2027

The Ordinary Shareholders' Meeting, pursuant to Legislative Decree no. 125/2024, has appointed the engagement for attesting the conformity of the

consolidated sustainability reporting for the 2025-2027 financial years to the auditing firm BDO Italia S.p.A., under the conditions set out in the offer formulated by the aforementioned auditing firm as reported in the reasoned recommendation formulated by the Board of Statutory Auditors and available on the website www.sys-datgroup.com, section "Governance/Shareholders' Meeting".

Authorization to purchase and dispose of company's own shares

The Ordinary Shareholders' Meeting has authorized the Board of Directors to purchase and dispose of own shares, subject to revocation of the previous authorization resolved by the Ordinary Shareholders' Meeting on 15 April 2024 for the portion not yet executed.

In particular, the Company may purchase, for a period of 18 months from today, SYS-DAT ordinary shares up to a maximum of 3,128,488 own shares, equal to 10% of the share capital.

The main objectives underlying the authorization are the following:

  • i. to invest in the Company's own shares from a medium-to-long-term perspective;
  • ii. to operate in the market to counter abnormal price movements, regulate trading trends, and manage price fluctuations in the event of excess volatility or low liquidity in trading;
  • iii. to establish a portfolio of own shares that can be disposed, in line with the Company's strategic guidelines, within the framework of capital operations or other extraordinary transactions, as well as for the purpose of fulfilling obligations arising from incentive plans;
  • iv. to initiate share buyback programs for the purposes set out in Article 5 of Regulation (EU) No. 596/2014 (Market Abuse Regulation or MAR).

The purchase of own shares is permitted within the limits of distributable profits and available reserves. The purchase price of each SYS-DAT share will be identified from time to time, taking into account the method chosen to carry out the transaction, the price trend of the SYS-DAT stock and the best interest of the Company and in compliance with any national and European legal and regulatory requirements.

Purchases must be made at a price per share that must not be more than 20% (twenty percent) lower or higher than the reference price recorded by the stock in the trading session preceding each individual transaction or in the trading

session preceding the date of announcement of the transaction. Purchases of own shares are permitted in any manner permitted by current legislation.

The Company does not currently hold any treasury shares in its portfolio.

For further information, please refer to the explanatory report of the Board of Directors on the agenda of the Ordinary Shareholders' Meeting, available on the website www.sys-datgroup.com, section "Governance/Shareholders' Meeting" and on the storage mechanism "EMARKET STORAGE" ().

***

DOCUMENTATION DEPOSIT

The Minutes of the Meeting will be made available to the public within the terms of the law at the registered office of the Company, as well as through publication on the website www.sys-datgroup.com, section "Governance/Shareholders' Meeting", and on the storage mechanism "EMARKET STORAGE" ().

The summary report of the votes will be made available on the Company's website pursuant to art. 125-quater of the TUF within five days of the date of the Meeting.

***

This press release is available in the "Investors" section of the website www.sysdatgroup.com.

For dissemination and storage of Regulated Information, the Company uses the "EMARKET STORAGE" system available at

***

SYS-DAT Group

SYS-DAT Group is one of the main Italian groups specialized in ICT. It has always been a highly innovative company and oriented to offer its customers, throughout the national and foreign territory, complete and integrated IT solutions for different market sectors. The services offered cover all mission critical business processes, starting from the ERP management area and then extending to different application areas including CRM, SCM, PDM, BI, GDPR and Retail & Distribution developed on-premise or cloud. All this thanks to various advanced technologies, including Cyber Security and Artificial Intelligence solutions. www.sys-datgroup.com

Investor Relation – SYS-DAT S.p.A. [email protected]

Investor Relation – CDR Communication Marta Alocci | [email protected] Silvia Di Rosa | [email protected]

Media Relations – CDR Communication Martina Zuccherini | [email protected] Maddalena Prestipino | [email protected] Angelo Brunello | [email protected]

SYS-DAT S.p.A. Via Muzio Attendolo detto Sforza, 7/9 - 20141 Milano (Italia) Tel. +39 02 507 [email protected] • www.sys-datgroup.com Capitale Sociale: € 1.564.244,00 i.v. P. IVA - Codice Fiscale: 03699600155 • REA: MI-963005

Numero di Pagine: 7